1. Organization and Significant Accounting Policies
Smith Barney Capital Preservation Fund (“Fund”), a separate investment fund of Smith Barney Trust II (“Trust”), a Massachusetts business trust, is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as a diversified, open-end management investment company.
The following are significant accounting policies consistently followed by the Fund. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared.Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
The risks associated with entering into financial futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying instruments. In addition, investing in financial futures contracts involves the risk that the Fund could lose more than the original margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
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| Notes to Financial Statements (unaudited) (continued) | |
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(e) Foreign Currency Translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, at the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
(f) Distributions to Shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(g) Class Accounting. Investment income, common expenses and realized/unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that class.
(h) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies.Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required. Under the applicable foreign tax law, a withholding tax may be imposed on interest, dividends and capital gain at various rates.
(i) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting.These reclassifications have no effect on net assets or net asset values per share.
2. Management Agreement and Other Transactions with Affiliates
Smith Barney Fund Management LLC (“SBFM”), an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), acts as investment manager to the Fund.The Fund pays SBFM a management fee calculated at an annual rate of 0.75% of the Fund’s average daily net assets during the Guarantee Period.The management fee is calculated daily and paid monthly.
Citicorp Trust Bank, fsb. (“CTB”), another subsidiary of Citigroup, acts as the Fund’s transfer agent. PFPC Inc. (“PFPC”) and Primerica Shareholder Services (“PSS”), another subsidiary of Citigroup, act as the Fund’s sub-transfer agents. CTB receives account fees and asset-based fees that vary according to the size and type of account. PFPC and PSS are responsible for
19 Smith Barney Capital Preservation Fund | 2005 Semi-Annual Report
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| Notes to Financial Statements (unaudited) (continued) | |
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shareholder recordkeeping and financial processing for all shareholder accounts and are paid by CTB. For the six months ended April 30, 2005, the Fund paid transfer agent fees of $107,205 to CTB and PSS.
Citigroup Global Markets Inc. (“CGM”) and PFS Distributors, Inc. both of which are subsidiaries of Citigroup, act as the Fund’s distributors.
There is a maximum initial sales charges of 5.00% for Class A.There is a contingent deferred sales charge (“CDSC”) of 5.00% on Class B shares, which applies if redemption occurs within one year from purchase and declines thereafter by 1.00% per year until no CDSC is incurred. Class C shares also have a 1.00% CDSC, which applies if redemption occurs within one year from purchase. In addition, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment.This CDSC only applies to those purchases of Class A shares which, when combined with current holdings of Class A shares, equal or exceed $1,000,000 in the aggregate.These purchases do not incur an initial sales charge.
For the six months ended April 30, 2005, CGM and its affiliates received no initial sales charges on sales of the Fund’s Class A shares. In addition, for the six months ended April 30, 2005, CDSCs paid to CGM were approximately $941,000 for Class B shares.
All officers and one Trustee of the Trust are employees of Citigroup or its affiliates and do not receive compensation from the Trust.
The Trustees of the Fund have adopted a Retirement Plan (the “Plan”) for all Trustees who are not “interested persons” of the Fund, within the meaning of the 1940 Act. Under the Plan, all Trustees are required to retire from the Board as of the last day of the calendar year in which the applicable Trustee attains age 75.Trustees may retire under the Plan before attaining the mandatory retirement age.Trustees who have served as Trustee of the Trust or any of the investment companies associated with Citigroup for at least ten years when they retire are eligible to receive the maximum retirement benefit under the Plan. The maximum retirement benefit is an amount equal to five times the amount of retainer and regular meeting fees payable to a Trustee during the entirety of the calendar year of the Trustee’s retirement (assuming no change in relevant facts for the balance of the year following the Trustee’s retirement).Amounts under the Plan may be paid in installments or in a lump sum (discounted to present value). Benefits under the Plan are unfunded. Three former Trustees are currently receiving payments under the Plan. In addition, two other Trustees elected to receive a lump sum payment. At April 30, 2005, $19,311 was accrued in connection with this Plan.
3. Investments
During the six months ended April 30, 2005, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term securities) were as follows:
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| Purchases | $ 8,200,637 |
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| Sales | 101,894,539 |
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20 Smith Barney Capital Preservation Fund | 2005 Semi-Annual Report
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| Notes to Financial Statements (unaudited) (continued) | |
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At April 30, 2005, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
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| Gross unrealized appreciation | $10,013,815 | |
| Gross unrealized depreciation | (1,489,124 | ) |
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| Net unrealized appreciation | $ 8,524,691 | |
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At April 30, 2005, the Fund had the following open futures contracts:
| | Number of | Expiration | Basis | Market | Unrealized |
| Contracts to Buy | Contracts | Date | Value | Value | Loss |
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| S & P 500 Index | 12 | 6/05 | $3,523,296 | $3,475,500 | $(47,796) |
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4. Class Specific Expenses
Pursuant to a Rule 12b-1 Distribution and Service Plan, the Fund pays a service fee with respect to its Class A, B, and C shares calculated at the annual rate of 0.25% of the average daily net assets of each respective class.The Fund also pays a distribution fee with respect to its Class B and C shares calculated at the annual rate of 0.75% of the average daily net assets for each class. For the six months ended April 30, 2005, total Rule 12b-1 Distribution and Service Plan fees incurred, which are accrued daily and paid monthly, were as follows:
| | Class A | Class B | Class C |
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| Rule 12b-1 Distribution and Service Plan Fees | $73,519 | $1,836,808 | $253,038 |
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| For the six months ended April 30, 2005, total Transfer Agency Services expenses were as follows: | |
| | Class A | Class B | Class C |
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| Transfer Agency Services Expenses | $13,970 | $81,312 | $11,923 |
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| For the six months ended April 30, 2005, total Shareholder Communication expenses were as follows: | |
| | Class A | Class B | Class C |
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| Shareholder Communication Expenses | $3,027 | $18,907 | $2,605 |
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5. Distributions Paid to Shareholders by Class
| | Six Months Ended | Year Ended |
| | April 30, 2005 | October 31, 2004 |
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| Net Investment Income | | | | |
| Class A | $1,253,498 | | $ | 1,734,835 |
| Class B | 4,944,905 | | | 6,985,507 |
| Class C* | 702,640 | | | 1,229,907 |
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| Total | $6,901,043 | | $ | 9,950,249 |
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| * | On April 29, 2004, Class L shares were renamed as Class C shares. |
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21 Smith Barney Capital Preservation Fund | 2005 Semi-Annual Report
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| Notes to Financial Statements (unaudited) (continued) | |
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6. The Guarantee
Provided that all dividends and distributions received from the Fund have been reinvested and no shares have been redeemed by a shareholder, the Fund guarantees that on the Guarantee Maturity Date, as described in the prospectus, each shareholder will be entitled to redeem his or her shares for an amount no less than the value of that shareholder’s account as of the close of business on May 13, 2002, reduced to reflect certain expenses.The Fund’s guarantee is backed by an unconditional and irrevocable financial guarantee from Ambac Assurance Corporation (the “Guarantor”) pursuant to a financial guarantee insurance policy issued by the Guarantor for the benefit of the shareholders of the Fund.The Guarantor has earned triple-A ratings, the highest ratings available from Moody’s Investors Service, Inc., Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and Fitch Ratings, Inc. These ratings are an essential part of the Guarantor’s ability to provide credit enhancement.The Fund pays to the Guarantor a fee equal to 0.75% of the average daily net assets of the Fund during the Guarantee Period for providing the financial guarantee insurance policy.The guarantee fees amounted to $1,787,943 for the six months ended April 30, 2005. This fee is calculated daily and paid monthly. Please see the prospectus for more information relating to the guarantee arrangement.
7. Shares of Beneficial Interest
At April 30, 2005, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share.The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest and has the same rights, except that each class bears certain direct expenses specifically related to the distribution of its shares.
Transactions in shares of each class were as follows:
| | Six Months Ended | | | Year Ended | |
| | April 30, 2005 | | | October 31, 2004 | |
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| | Shares | | | Amount | | Shares | | | Amount | |
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| Class A | | | | | | | | | | |
| Shares sold | 2,315 | | $ | 25,830 | | 41,319 | | $ | 471,606 | |
| Shares issued on reinvestment | 109,545 | | | 1,219,232 | | 148,887 | | | 1,688,377 | |
| Shares reacquired | (901,951 | ) | | (10,029,242 | ) | (1,881,563 | ) | | (21,429,026 | ) |
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| Net Decrease | (790,091 | ) | $ | (8,784,180 | ) | (1,691,357 | ) | $ | (19,269,043 | ) |
|
| |
| Class B | | | | | | | | | | |
| Shares sold | — | | | — | | — | | | — | |
| Shares issued on reinvestment | 416,617 | | $ | 4,632,899 | | 579,061 | | $ | 6,560,763 | |
| Shares reacquired | (5,496,496 | ) | | (60,911,927 | ) | (10,773,784 | ) | | (122,158,643 | ) |
|
| Net Decrease | (5,079,879 | ) | $ | (56,279,028 | ) | (10,194,723 | ) | $ | (115,597,880 | ) |
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| Class C* | | | | | | | | | | |
| Shares sold | — | | | — | | — | | | — | |
| Shares issued on reinvestment | 58,455 | | $ | 650,021 | | 100,225 | | $ | 1,135,545 | |
| Shares reacquired | (1,281,966 | ) | | (14,199,295 | ) | (3,714,673 | ) | | (42,245,824 | ) |
|
| Net Decrease | (1,223,511 | ) | $ | (13,549,274 | ) | (3,614,448 | ) | $ | (41,110,279 | ) |
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| * | On April 29, 2004, Class L shares were renamed as Class C shares. |
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22 Smith Barney Capital Preservation Fund | 2005 Semi-Annual Report
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| Notes to Financial Statements (unaudited) (continued) | |
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8. Capital Loss Carryforward
On October 31, 2004, the Fund had, for federal income tax purposes, a net capital loss carryforward of $32,049,313, which expires in 2010.This amount will be available to offset any future taxable capital gains.
9. Additional Information
On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against Smith Barney Fund Management LLC (“SBFM”) and Citigroup Global Markets Inc. (“CGMI”) relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Funds”).
The SEC order finds that SBFM and CGMI willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order finds that SBFM and CGMI knowingly or recklessly failed to disclose to the boards of the Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that includes the fund’s investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGMI.The order also finds that SBFM and CGMI willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Funds’ best interests and that no viable alternatives existed. SBFM and CGMI do not admit or deny any wrongdoing or liability.The settlement does not establish wrongdoing or liability for purposes of any other proceeding.
The SEC censured SBFM and CGMI and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act.The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million.Approximately $24.4 million has already been paid to the Funds, primarily through fee waivers.The remaining $183.7 million, including the penalty, has been paid to the U.S.Treasury and will be distributed pursuant to a plan to be prepared by Citigroup and submitted within 90 days of the entry of the order for approval by the SEC. The order also requires that transfer agency fees received from the Funds since December 1, 2004 less certain expenses be placed in escrow and provides that a portion of such fees may be subsequently distributed in accordance with the terms of the order.
The order requires SBFM to recommend a new transfer agent contract to the Fund boards within 180 days of the entry of the order; if a Citigroup affiliate submits a proposal to serve as transfer agent or sub-transfer agent, an independent monitor must be engaged at the expense of SBFM and CGMI to oversee a competitive bidding process. Under the order, Citigroup also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.That policy, as amended, among other things, requires that when requested by a Fund board, CAM will retain at its own expense an independent consulting expert to advise and assist the board on the selection of certain service providers affiliated with Citigroup.
At this time, there is no certainty as to how the proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made.Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the Funds.
23 Smith Barney Capital Preservation Fund | 2005 Semi-Annual Report
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| Notes to Financial Statements (unaudited) (continued) | |
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10. Legal Matters
Beginning in June, 2004, class action lawsuits alleging violations of the federal securities laws were filed against Citigroup Global Markets Inc. (the “Distributor”) and a number of its affiliates, including Smith Barney Fund Management LLC and Salomon Brothers Asset Management Inc (the “Advisers”), substantially all of the mutual funds managed by the Advisers, including the Fund, and directors or trustees of the Funds (collectively, the “Defendants”).The complaints alleged, among other things, that the Distributor created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Advisers caused the Funds to pay excessive brokerage commissions to the Distributor for steering clients towards proprietary funds.The complaints also alleged that the defendants breached their fiduciary duty to the Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Funds failed to adequately disclose certain of the allegedly wrongful conduct.The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Funds’ contracts with the Advisers, recovery of all fees paid to the Advisers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.
On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action.While the lawsuit is in its earliest stages, to the extent that the Complaint purports to state causes of action against the Funds, Citigroup Asset Management believes the Funds have significant defenses to such allegations, which the Funds intend to vigorously assert in responding to the Complaint.
Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the Defendants in the future.
As of the date of this report, Citigroup Asset Management and the Funds believe that the resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Funds or the ability of the Advisers and their affiliates to continue to render services to the Funds under their respective contracts.
11. Subsequent Event
On June 24, 2005, Citigroup announced that it has signed a definitive agreement under which Citigroup will sell substantially all of its worldwide asset management business to Legg Mason, Inc. (“Legg Mason”).
As part of this transaction, SBFM (the “Manager”), currently an indirect wholly owned subsidiary of Citigroup, would become an indirect wholly owned subsidiary of Legg Mason.The Manager is the investment manager to the Fund.
The transaction is subject to certain regulatory approvals, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Citigroup expects the transaction to be completed later this year.
Under the Investment Company Act of 1940, consummation of the transaction will result in the automatic termination of the investment management contract between the Fund and the Manager. Therefore, the Trust’s Board of Trustees will be asked to approve a new investment management contract between the Fund and the Manager. If approved by the Board, the new investment management contract will be presented to the shareholders of the Fund for their approval.
24 Smith Barney Capital Preservation Fund | 2005 Semi-Annual Report
| SMITH BARNEY |
| CAPITAL PRESERVATION FUND |
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| | TRUSTEES | INVESTMENT MANAGER |
| | Elliott J. Berv | Smith Barney Fund |
| | Donald M. Carlton | Management LLC |
| | A. Benton Cocanougher | |
| | Mark T. Finn | DISTRIBUTORS |
| | R. Jay Gerken, CFA | Citigroup Global Markets Inc. |
| | Chairman | PFS Distributors, Inc. |
| | Stephen Randolph Gross | |
| | Diana R. Harrington | CUSTODIAN |
| | Susan B. Kerley | State Street Bank |
| | Alan G. Merten | &Trust Company |
| | R. Richardson Pettit | |
| | | TRANSFER AGENT |
| | OFFICERS | Citicorp Trust Bank, fsb. |
| | R. Jay Gerken, CFA | 125 Broad Street, 11th Floor |
| | President and | New York, New York 10004 |
| | Chief Executive Officer | |
| | | SUB-TRANSFER AGENTS |
| | Andrew B. Shoup | PFPC Inc. |
| | Senior Vice President and | P.O. Box 9699 |
| | Chief Administrative Officer | Providence, Rhode Island |
| | | 02940-9699 |
| | Frances M. Guggino | |
| | Chief Financial Officer | Primerica Shareholder Services |
| | and Treasurer | P.O. Box 9662 |
| | | Providence, Rhode Island |
| | Andrew Beagley | 02940-9662 |
| | Chief Anti-Money Laundering | |
| | Compliance Officer and | |
| | Chief Compliance Officer | |
| | | |
| | Wendy S. Setnicka | |
| | Controller | |
| | | |
| | Robert I. Frenkel | |
| | Secretary and | |
| | Chief Legal Officer | |
| Smith Barney Trust II |
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| Smith Barney Capital Preservation Fund |
| The fund is a separate investment fund of Smith Barney Trust II, a Massachusetts business trust. | | This report is submitted for the general information of shareholders of Smith Barney Trust II — Smith Barney Capital Preservation Fund. |
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| | | SMITH BARNEY CAPITAL PRESERVATION FUND
Smith Barney Mutual Funds
125 Broad Street 10th Floor, MF-2
New York, New York 10004 |
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The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-451-2010. Information on how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2004 and a description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.citigroupam.com and (3) on the SEC’s website at www.sec.gov. | | |
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©2005 Citigroup Global Markets Inc.
Member NASD, SIPC |
| |
| FD02570 6/05 | 05-8642 |
| ITEM 2. | CODE OF ETHICS. |
| | |
| | Not Applicable. |
| |
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
| | |
| | Not Applicable. |
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| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
| | |
| | Not Applicable. |
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| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
| | |
| | Not applicable. |
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| ITEM 6. | SCHEDULE OF INVESTMENTS |
| | |
| | Not applicable. |
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| ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END |
| | MANAGEMENT INVESTMENT COMPANIES. |
| | |
| | Not applicable. |
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| ITEM 8. | [RESERVED] |
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| ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
| | |
| | Not applicable. |
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| ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
| | Not applicable. |
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| ITEM 11. | CONTROLS AND PROCEDURES. |
| | (a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
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| | (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
| ITEM 12. | EXHIBITS. |
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| | (a) | Not Applicable. |
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| | (b) | Attached hereto. |
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| | Exhibit 99.CERT | Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
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| | Exhibit 99.906CERT | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Smith Barney Trust II
| By: | /s/ R. Jay Gerken |
| | R. Jay Gerken |
| | Chief Executive Officer of |
| | Smith Barney Trust II |
| |
| Date: | July 7, 2005 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ R. Jay Gerken |
| | (R. Jay Gerken) |
| | Chief Executive Officer of |
| | Smith Barney Trust II |
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| Date: | July 7, 2005 |
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| By: | /s/ Frances M. Guggino |
| | (Frances M. Guggino) |
| | Chief Financial Officer of |
| | Smith Barney Trust II |
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| Date: | July 7, 2005 |
